Whitney returns home from the Marines looking to rekindle his relationship with Lana but his suspicious behavior prompts Clark to question his true motives, ultimately revealing a shocking truth about "the new Whitney." Lex becomes suspicious of his new girlfriend after he discovers a questionable photo of her with Lionel.
→ see also Category:Screencaps from episode 2x11
Clark is trying to help Lana with a leaky drainpipe at the Talon apartment. She runs to get a wrench and Clark uses his heat vision to weld the leak. Lana is amazed that he fixed it and is visibly aroused by his physique when she looks through his wet T-shirt. Clark indirectly says he misses her living across the street from him. While cleaning up, Clark asks Lana about Whitney. Lana admits that she is scared because he's been missing for over a month and the military sent back his personal effects, including her meteor rock necklace. Clark asks if she's going to start wearing it again, but to his relief, she says it doesn't feel right.
In Aceh Province, Indonesia, Whitney is trudging through the wetlands with three comrades in arms. They talk about how no one is looking for them any more, but they are determined to get back to base and back home. They start taking artillery fire and start running. They are very near a point where they can get a signal to the scouts. One man is hit as the other three trudge on, double time. When the third man is hit, Whitney goes back for him and pulls him through the water, but when they reach shore they appear to take a direct hit.
The next day at school, Pete and Chloe are all upset about Mrs. Biserri's class. She has told them that Alexander Graham Bell didn't actually invent the telephone. They are disillusioned that they believed one thing about a person and then find out it isn't true. Chloe mentions she felt the same way in first grade when she found out that Betsy Ross didn't design the U.S. flag.
Clark asks Lana to go to a winter festival with him, but she says she has to take extra shifts at the Talon. He tells her that working herself to the bone isn't the best way to cope with worrying over Whitney and she changes her mind and agrees to go. Just then, Whitney himself walks into the school. Lana runs into his arms, leaving Clark alone in the hallway. Clark tells his parents that Whitney has returned, but admits that he's sorry Whitney is back because he was just starting to get close to Lana. Jonathan doesn't appreciate Clark's attitude and tells him that Whitney deserves a hero's welcome.
Lana and Whitney are catching up at his house. He tells her that the thought of seeing her again kept him going and Lana realizes he doesn't remember the video she made. Whitney says some of his memories are gone and Lana does not tell him what the video letter said.
At the Luthor Mansion, Lex confronts Helen with photographs of her with Lionel, despite her claims that she has never met the elder Luthor. Lex reveals that he's done a complete background check on Helen, and knows that Helen accepted thousands of dollars from LuthorCorp and demands an explanation. Helen is indignant and storms out.
Chloe and Lana talk before Whitney's Welcome Back party. Lana tells her that Whitney doesn't remember her breaking up with him and she can't dump him now that he needs her; she might even be falling in love with him again. He doesn't have all those annoying secrets. At the party at the Talon, Whitney seems changed, saying he's not interested in football or in giving the Smallville Torch an exclusive interview. Lana tells Clark she can't go to the festival with him after all, and Whitney asks if they saw a lot of each other while he was gone.
He excuses himself abruptly and goes into the bathroom to splash water on his face. He is enraged and rips a stall door off its hinges and throws it. Clark comes in and Whitney advances on Clark, accusing him of taking his girlfriend. Clark maintains that they are just friends, like he promised, but Whitney warns him to stay away from Lana.
The next day, Clark approaches Lana at school but she is angry with him. Whitney told her that "Clark" was the one in a jealous rage who tore apart the bathroom. Clark tries to tell her that Whitney is lying, but she is offended by the accusation.
A US Marine officer, Lieutenant McNulty, arrives at the Fordmans' to deliver the news that Whitney's remains had been found, but he is suitably confused when Whitney walks up to greet him, carrying a baseball bat. Whitney bludgeons the officer to death while his mother screams in horror. Whitney then takes Lana to visit her horse, Heisman, and notices that she is wearing her necklace again. He says he wants to be with her all the time and suggests they move in together. He gets upset when Lana disagrees, saying her hesitancy is because of Clark.
Lex vents to Clark about Helen over a game of pool and Clark tells him about Whitney's erratic behavior. Lex offers to set Whitney up with a specialist in post-traumatic stress disorder. Whitney terrorizes his mother for information of his old life, but Clark interrupts him by ringing the doorbell. Clark tells him that he needs help, but Whitney is still hostile and pushes Clark down the steps and across the lawn. Recognition dawns on Clark. He x-rays Whitney and sees a glowing green skeleton which he recognizes as Tina Greer. Back inside, Whitney morphs into Tina Greer in front of Mrs. Fordman.
Clark goes to the Torch office to tell Chloe and Pete that Whitney is Tina Greer in disguise. Chloe says it's impossible because Tina committed suicide in the hospital last week by burning herself alive. Clark is skeptical, and outside the office he tells Pete that Tina probably knows his secret. He tells Pete to go warn Lana, and Lana overhears them. Clark reluctantly tells her his theory. He asks her to stay with Pete while he goes back to the Fordmans' where his mother confirms that Whitney is Tina. Lana promptly walks away from Pete and when he tries to catch up, she throws him across the hallway and knocks him out, revealing herself to be Tina in disguise.
She goes to the Talon as Whitney, and proposes to Lana. Lana is overwhelmed and finally confesses that she broke up with Whitney while he was gone. He seems to accept her decision and asks her for her necklace and she gives it to him. Tina pretends to be Jonathan, subdues Clark with the necklace, and throws him into the storm cellar speculating that the meteor shower must have done something to him, too. She ties his arms behind his back saying that she knows whom Lana wants to be with, explaining that she loves Lana and she will do anything to be with her. She morphs into a copy of Clark saying how easy it will be to live as him. He has a perfect life: great parents, good friends. She leaves him languishing in the cellar.
Lex confronts Helen at the Talon and again asks for an explanation. She tells him that Lionel bribed her to dump Lex and even when she didn't, he paid her anyway. Lex is apologetic, but she is still angry and leaves.
In pain, Clark tries to work his hands loose. Suddenly, the ship lights up and emits a blast of light, neutralizing the kryptonite in the necklace. Shortly afterward, Jonathan finds him and Clark quickly explains that the ship saved him and superspeeds away to save Lana.
Tina is going through Lana's clothes and morphs into Chloe as Lana comes in from the shower. She says that she talked with Whitney, and she says that Lana belongs with Clark. This almost blows her cover.
Tina goes to the Talon disguised as Clark and tells Lana that he's in love with her. He starts to kiss her, and she pushes him away just as the real Clark arrives. Lana is confused until Clark says he's the one who fixed the drainpipe. Lana recoils from Tina, calling her a freak. Tina is enraged and throws Lana across the room, knocking her out. Tina throws Clark through a door and they battle in the alley, seriously damaging the greenhouse. Tina advances on Clark and he superspeeds out of the way. She is impaled on broken wood and dies, asking Clark to take care of Lana.
Jonathan brings Clark home and reports that Mrs. Fordman will make a full recovery, but Whitney died in combat. Clark wonders if he could be as brave as Whitney if he weren't bulletproof, but Jonathan assures him that they are positive that he would.
Lex goes to the hospital to apologize again and begs Helen to take him back, saying he needs her help to prevent himself from becoming his father. They leave hand in hand.
Clark takes the kryptonite necklace, or what is left of it, to the Kawatche Caves and Lana shows up. She begins to cry as she talks about Whitney's death and how everybody she's ever gotten close to has left her. She tells Clark that she is sorry she isn't a better friend to him. She says she doesn't care if Clark has secrets because he is such a good friend and a constant in her life. Clark hugs her as she cries.
- Tom Welling as Clark Kent
- Kristin Kreuk as Lana Lang
- Michael Rosenbaum as Lex Luthor
- Sam Jones III as Pete Ross
- Allison Mack as Chloe Sullivan
- John Glover as Lionel Luthor (credit only)
- Annette O'Toole as Martha Kent
- John Schneider as Jonathan Kent
Special Appearance By
- Evangeline Lilly as Student
- "Little Bit Strange" - Walkabout
- "American Rock and Roll" - Bumblefoot
- "The Anthem" - Good Charlotte
- "Days Go By (Guitar Version)" - Dirty Vegas
- "Love" - Rosey
- "Feel Like a Man" - Susan Barth
- "Mad World" - Michael Andrews featuring Gary Jules
- Visage is the appearance of the face.
- The title refers to Tina Greer's ability to change her appearance into that of anyone she wants.
- Antagonist: Tina Greer
- Clark uses the following abilities in this episode: super strength, super speed, X-ray vision, Multi-spectrum Vision, and heat vision.
- Lionel Luthor does not appear in this episode.
- With Whitney's appearance at the beginning, this is the final episode to feature appearances by all 8 members of the original cast (Pete doesn't make an appearance in "Facade").
- When Tina is disguised as Clark, she is wearing tan and gray rather than Clark's usual red, yellow and blue.
- The Marine officer who comes to inform Whitney's mother about her son's death identifies himself as lieutenant, but is wearing captain insignia.
- In this episode, Lana sees Clark as jealous again. This is interesting, since after Clark had saved Lana (and Chloe) from Ian, they (Lana and Chloe) promised to not see Clark as "the jealous boyfriend", and this was only two episodes before.
- Pitt Meadows, in the Fraser Valley east of Vancouver, subbed for the Indonesian landscape the crew needed for the sequence of Whitney Fordman's ultimate demise. This location presented its own problems for the crew, as the swampy waters of the river slowed production as well as the limited daylight available—in November, there is only six hours of daylight in the Pitt Meadow's region. The crew had to return eight days before the scheduled airdate for the episode in order to shoot close-ups of Whitney and the rest of the soldiers. 
- The fight sequence between the two Clarks originally had more choreographed shots, but had to be cut down to five, as the fight sequence was pushing twenty minutes. For the scene, Welling performed all of his stunts alongside his usual stunt double, Christopher Sayour, who doubled as the "second Clark" in the sequence. 
- Eric Johnson is billed as a "Special Appearance".
- Chloe refers to Tina Greer as "The mighty-morphing power girl". "Power Girl" is the alias for DC superheroine Kara Zor-L (AKA Karen Starr). Ironically, Allison Mack (the actress who plays Chloe) would years later voice Power Girl in the movie Superman/Batman Public Enemies, making her the first to ever play Power Girl in a licensed DC adaptation.
- After Tina knocks out Pete, he is seriously injured, but none of his friends mention him nor any treatment or hospitalization for the rest of the episode. He is also absent for the next episode.
- Clear kryptonite makes its first appearance of the series in this episode.
- Evangeline Lilly makes her second of five appearances in Smallville as a mute extra here. She can be seen walking across the hall after Lana and Whitney embrace. Lilly had previously appeared in "Kinetic". She appears again in "Rosetta", "Accelerate" and "Delete". She is best known for playing Kate Austin on Lost.
- Mad World plays after an attack at a rally in the Supergirl episode "Stand and Deliver"
- Chloe says that Tina "couldn't have pulled off a Martin Guerre". This is a reference to a famous case of identity theft in which a 16th Century French peasant abandoned his family, but upon his return, found that another man had been living with his wife and son for three years, claiming to be him.
- This is the second time the ship has activated to save Clark's life (in "Tempest" the ship followed Clark into the tornadoes). However, Jor-El knows that Clark would be virtually indestructible and a tornado can't hurt him, and he doesn't know about kryptonite.
- This episode marks the third appearance of Clark's Red jacket/blue shirt outfit, which he will wear more and more frequently throughout the series until it becomes identified as his Red-Blue Blur attire in Season Eight.
- Lizzy Caplan reprises her role as Tina Greer, the shapeshifting girl from the first season episode "X-Ray".
- Helen Bryce was last seen in "Dichotic".
- After Clark repairs the drainpipe, Lana says "Maybe one day I'll figure out how Clark Kent does the things he does". It will take four seasons until she finally does it in Season Six's "Promise".
- Lex says that he doesn't want to become like his father. Ironically, Lex becomes the evil man, just like his father, and meanwhile, his father becomes the "good friend" of Clark.
- The officer Tina (as Whitney) kills is the father of Van McNulty. Van becomes a "meteor freak hunter" in the Season Three episode "Extinction".
- Whitney Fordman will make a final appearance (via flashback) in Season Four's "Façade".
- Clark fights his double again in Season Six when he fights against Bizarro.
- This episode also shows clearly that Clark isn't really used to fighting against other metahumans. Because when Clark fought Tina Greer, he could've easily used his superspeed, as Tina Greer only has the ability to shift forms and possesses superhuman strength. In later seasons, when Clark fights Bizarro for the first time, Clark will fight using his superspeed (although as Bizarro has all of Clark's abilities, Bizarro superspeeds too).
- Lana Lang shows off her spin kicks in this episode, an ability she shows off again in "Precipice".
- Lana: Maybe one day I'll figure out how Clark Kent does the things he does.
- Chloe: You spend your whole life thinking you know the truth about someone only to find out that it may be a total lie.
- Lex: Now, unless you both share a passion for feeding pigeons, there must be a reason for your meeting.
- Helen: It took me five dates to figure it out. You're delusional.
- Whitney: We're gonna make it back. You hear me? I'm gonna get back and see Lana.
- Lana (to Clark): Whitney says you tore apart the bathroom last night in a jealous rage!
- Lex: People are seldom whom they appear to be.
- Clark: If I knew someone was investigating me, I'd be a little ticked off too.
- Lex: I wish I shared your eternal optimism, Clark.
- Pete: Clark. What's going on?
- Clark: Look, I know this may sound crazy, but Whitney may not be Whitney.
- Chloe: Are you getting existential on us, or is this Wall of Weird material?
- Clark: I think he's Tina Greer.
- Chloe: The mighty-morphing power girl?
- Lana: I don't care if you have secrets, Clark. You're the one good constant thing in my life and I don't want to lose you too.
- Tina: (Last words) Take care of... Lana.
- Lex: Help me, Helen. I don't want to become my father.
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